Vaxart (VXRT) Proxy filing summary

Executive summary

• Entered a cooperation agreement with a stockholder group, resolving a proxy contest ahead of the 2026 Annual Meeting.

• Will appoint a mutually agreed independent director within 90 days post-Annual Meeting.

• Stockholder group withdrew their director nominations as part of the agreement.

• Forward-looking statements highlight milestones and strategic focus on advancing the vaccine pipeline.

Voting matters and shareholder proposals

• Proxy contest resolved through cooperation agreement, with stockholder group withdrawing nominations.

• Definitive proxy statement and voting materials filed and available to stockholders.

Board of directors and corporate governance

• Board to add an independent director, selected in collaboration with the stockholder group.

• Formation of Stockholder Engagement and Clinical and Regulatory Affairs Committees.

• Refreshment of Board committees, including new chairs for Nominating and Governance and Compensation Committees.

• Adoption of director stock ownership and resignation policies.